Auditor Report of First Custodian Fund (India) Ltd.

Mar 31, 2024

To The Members of The First Custodian Fund (I) Limited.

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of The First Custodian Fund (I) Limited. (the "Company"), which comprise the Balance Sheet as at 31^stMarch 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the [information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind A Sand other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements. The Companies (Auditor''s Report order 2020 (The order) issued by the central government of India in term of subsection (4) of the section 143 of the Act is not Applicable to the Company.

1. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31 March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended,

In our opinion and to the best of our information and according to the explanations given to us, no remuneration paid by the Company to its directors during the year which is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations on its financial position in its standalone financial statements

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

PARESH D SHAH & CO

Chartered Accountants

Paresh D Shah

Mumbai Proprietor

Dated : 30.05.2024 Firm Reg. No. 107500W

M. No.040648

UDIN : 24040648BKFSKD4066

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Mar 31, 2015

1. We have audited the accompanying financial statements of The First Custodian Fund (I) Ltd., which comprise the balance sheet as at 31 March 2015, and the statement of profit and loss and the cash flow statement for the year then ended, and significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Auditing generally accepted in india. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of from material misstatement. An audit involves examining, on a test basis, evidence about the amounts and disclosures in the financial statements. An audit also includes assessing principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Opinion

4. In our opinion, and to the best of our information and according to the explanations given to us, the said account read with the of significant Accounting Policies and other Explanatory Information thereon, give the information required by the Act,1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the balance sheet, of the state of affairs of the Company as at 31 March 2015;

ii. In the case of the statement of profit and loss, of the profit for the year ended on that date; and

iii. In the case of the cash flow statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

5. As required by the Companies (Auditors Report) Order, 2015 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956,we inclose in the Annexure a Statement, on the basis of checks as we considered appropriate and the information and explanations given to us, on the matters specified in paragraph 4 of the said Order.

6. As required by section 227(3) of the Act, we report that:

i. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The balance sheet, statement of profit and loss and cash flow statement dealt with by this Report are in agreement with the books of account;

iv. In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors of the Company and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 5 of even date to the members of THE FIRST CUSTODIAN FUND (I) LTD. on the accounts for the year ended March 31, 2015.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has a programme of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets of significant value during the year and no material discrepancies were noticed on such verification.

(c) The Fixed assets have not been revalued during the year.

(ii) (a) The Company is an investor in shares and also trades in futures & options. Hence the clauses to inventories is not applicable. However, the share as per books & as per demat statements are regularly verified by the management and any major discrepancies are properly dealt with.

(b) On basis of the examination of investments records we are of the opinion that the valuation of the share is fair and in accordance with normally accepted accounting principles. The valuation of Investment is at cost.

(c) The is maintaining proper records of inventory. The discrepancies noticed on Verification between physical inventories and book records were not material in Relation to the size of operations of the Company and the same have been properly dealt with on the books of account.

(iii) (a) As per the information furnished, the Company has not granted any loans, Secured or unsecured, to companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(b) Accordingly, Clause (iii) (b) relating to the rate of interest and terms and conditions being prima facie prejudicial to the Company, Clause (iii)(c) relating to regularity of receipt of principal amount and interest and Clause (iii)(d) relating to steps taken for recovery of overdue principal and interest of more than rupees one lakh, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) In our opinion and according to the information and explanation given to us, the Company has complied with the Section 73 to 76 or any other relevant provisions of the companies Act, 1956 and the rules framed there under and the directives issued by the Reserve Bank of India, wherever applicable, with regard to the accepted from the public. No Adverse order is passed by CLB, NCL or RBI.

(vi) As informed, the company is not required to maintain any cost records prescribed by the Central Government under (d) of sub-section (I) of section 148 of the Act.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Income tax wealth Tax, Service Tax, Provident fund and other material statutory Dues applicable to it. As informed, statutory dues in the nature of Employees State insurance, investor Education & Protection fund, Sales tax, Custom duty, Excise duty and cess are not applicable to the company. According to the information and explanation given, no undisputed amount payable in respect of Income-Tax. Wealth tax, service tax, Custom Duty, Excise Duty and Cess were as at 31/3/2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanation given, there are no dues of Income-Tax / Sales Tax / Service Tax / Custom Duty / Excise Duty / Cess which have been deposited on account of any dispute.

(viii) The Company does not have accumulated losses at the end of the financial year and not incurred cach losses during the financial year and in the immediately preceding financial year.

(ix) As per the information and explanation given to us, the Company has not defaulted in the repayment of dues to the Bank during the year.

(x) In our opinion and according to information and explanation given, the company has not given guarantees for loans taken from banks or financial institutions.

(xi) According to the information and explanations given, the company has not raised any term loans which were applied for the purpose for which they were raised.

(xii) Based upon the audit procedures performed and information and explanations given, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR PARESH D. SHAH & CO.

Chartered Accountants (Firm Reg. No. 107500W)

P. D. Shah

Mumbai Proprietor Dated : 11/5/2015 M. No. 40648

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Mar 31, 2014

1. We have audited the accompanying financial statements of The First Custodian Fund (I) Ltd., which comprise the balance sheet as at 31 March 2014, and the statement of profit and loss and the cash flow statement for the year then ended, and significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Auditing generally accepted in india. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of from material misstatement. An audit involves examining, on a test basis, evidence about the amounts and disclosures in the financial statements. An audit also includes assessing principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Opinion

4. In our opinion, and to the best of our information and according to the explanations given to us, the said account read with the of significant Accounting Policies and other Explanatory Information thereon, give the information required by the Act,1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014;

ii. In the case of the statement of profit and loss, of the profit for the year ended on that date; and

iii. In the case of the cash flow statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

5. As required by the Companies (Auditors Report) Order, 2003 as amended, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956,we inclose in the Annexure a Statement, on the basis of checks as we considered appropriate and the information and explanations given to us, on the matters specified in paragraph 4 of the said Order.

1. As required by section 227(3) of the Act, we report that:

i. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The balance sheet, statement of profit and loss and cash flow statement dealt with by this Report are in agreement with the books of account;

iv. In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors of the Company and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 5 of even date to the members of THE FIRST CUSTODIAN FUND (I) LTD. on the accounts for the year ended March 31, 2014.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has a programme of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets of significant value during the year and no material discrepancies were noticed on such verification.

(c) The Fixed assets have not been revalued during the year.

(ii) (a) The Company is an investor in shares and also trades in futures & options. Hence the clauses to inventories is not applicable. However, the share as per books & as per demat statements are regularly verified by the management and any major discrepancies are properly dealt with.

(b) on basis of the examination of investments records we are of the opinion that the valuation of the share is fair and in accordance with normally accepted accounting principles. The valuation of Investment is at cost.

(c) The is maintaining proper records of inventory. The discrepancies noticed on Verification between physical inventories and book records were not material in Relation to the size of operations of the Company and the same have been properly dealt with on the books of account.

(iii) (a) As per the information furnished, the Company has not granted any loans, Secured or unsecured, to companies, firm or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(b) Accordingly, Clause (iii) (b) relating to the rate of interest and terms and conditions being prima facie prejudicial to the Company, Clause (iii)(c) relating to regularity of receipt of principal amount and interest and Clause (iii)(d) relating to steps taken for recovery of overdue principal and interest of more than rupees one lakh, are not applicable.

(e) As per information furnished, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) Accordingly, clause (iii) (f) relating to the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the Company and clause (iii)(g) relating to the repayment of such loans are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section; and

(b) According to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements entered in the register maintained under Section in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of each party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time, whenever applicable.

(vi) In our opinion and according to the information and explanation given to us, the Company has complied with the Section 58A, 58AA or any other relevant provisions Act, 1956 and the rules framed there under and the directives issued by the Reserve Bank of India, wherever applicable, with regard to the accepted from the public.

(vii) In view of the internal controls existing in the company, the company did not find it necessary to have a formal internal Audit system during the year.

(viii) As informed, the company is not required to maintain any cost records prescribed by the Central Government under (d) of sub-section (I) of section209 of the Act.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Income tax wealth Tax, Service Tax, Provident fund and other material statutory Dues applicable to it. As informed, statutory dues in the nature of Employees State insurance, investor Education & Protection fund, Sales tax, Custom duty, Excise duty and cess are not applicable to the company. According to the information and explanation given, no undisputed amount payable in respect of Income-Tax. Wealth tax, service tax, Custom Duty, Excise Duty and Cess were as at31/3/2014for a period of more than six months from the date they become payable.

(b) The Company doesnot have accumulated losses at the end of the financial year and not incurred each losses during the financial year and in the immediately preceding financial year.

(x) As per the information and explanation given to us, the Company has not defaulted in the repayment of dues to the Bank during the year.

(xi) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans / or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Clause (xiii) of the Order is not applicable to the Company as it is not a chit fund or nidhi / mutual benefit fund / society.

(xiv) The Company has maintained proper record of the transactions and contracts in respect of dealing or trading in shares, securities and timely entries have been made there in. the shares, securities. & other investments have been held by the company in its own name except to the exemption granted under section 49 of the Act.

(xv) In our opinion and according to information and explanation given, the company has not given guarantees for loans taken from banks or financial institutions.

(xvi) According to the information and explanations given, the company has not raised any term loans which were applied for the purpose for which they were raised.

(xvii) According to the information and explanation given and on an overall examination of the balance sheet of the company, we report than no funds raised on short-term basis have been used for long-term investment.

(xviii) The company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanation given, the company has not issued any debentures. Accordingly, the provision of clause 4(xix) of the order is not applicable to the company.

(xx) The company has not raised any money through public issue during the year.

(xxi) Based upon the audit procedures performed and information and explanations given, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

Mumbai

Dated: 11/5/2014

FOR PARESH D. SHAH & CO.

Chartered Accountants (FirmReg.No.107500W)

P. D. Shah

Proprietor M. No. 40648

---

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of The First Custodian Fund(India) Ltd., which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and Significant Accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Opinion

4. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts read with the of Significant Accounting Policies and Other Explanatory Information thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the Balance Sheet of the state of affairs of the Company as at March 31,2013,

ii. In the case of the Statement of Profit & Loss of the profit for the year ended on that date, and

iii. In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

5. As required by the Companies'' (Auditor''s Report) Order, 2003, as amended, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a Statement, on the basis of such checks as we considered appropriate and the information and explanations given to us, on the matters specified in paragraph 4 of the said Order.

6. As required by Section 227(3) of the Act, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books.

iii. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of the written representation received from the Directors of the Company and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 5 of the Auditors'' Report of even date to the members of THE FIRST CUSTODIAN FUND (I) LTD. on the accounts for the year ended March 31,2013.

(i) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has a programme of physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets of significant value during the year and no material discrepancies were noticed on such verification.

(c) The fixed assets have not been revalued during the year.

(ii) (a) The company is an investor in shares and also trades in futures & options. Hence the clauses related to inventories is not applicable. However, the share as per books & as per demat statements are regularly verified by the management and any major discrepancies are properly dealt with.

(b) On the basis of the examination of investments records we are of the opinion that the valuation of the share is fair and in accordance with normally accepted accounting principles. The valuation of Investment is at cost.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and book records were not material in relation to the size of operations of the Company and the same have been properly dealt with iOn the books of account.

(iii) (a) As per the information furnished, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) Accordingly, Clause (iii)(b) relating to the rate of interest and terms and conditions being prima facie prejudicial to the Company, Clause (iii)(c) relating to regularity of receipt of principal amount and interest and Clause (iii)(cJ) relating to steps taken for recovery of overdue principal and interest of more than rupees one lakh, are not applicable, (e

(e) As per information furnished, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(f) Accordingly, Clause (iii) (f) relating to the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the Company and clause (iii) (g) relating to the repayment of such loans are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section; and

(b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of each party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time, wherever applicable.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder and the directives issued by the Reserve Bank of India, wherever applicable, with regard to the deposits accepted from the public.

(vii) In view of the internal controls existing in the company, the company did not find it necessary to have a formal internal Audit system during the year.

(viii) As informed, the company is not required to maintain any cost records prescribed by the Central Government under (d) of sub-section (I) of section 209 of the Act.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Income tax wealth Tax, Service Tax, Provident fund and other material statutory Dues applicable to it. As informed, statutory dues in the nature of Employees State insurance, investor Education & Protection fund, Sales tax, Custom duty, Excise duty and Cess are not applicable to the company. According to the information and explanation given, no undisputed amount payable in respect of Income- tax. Wealth tax, service tax, sales tax, Custom Duty, Excise Duty and Cess were in arrears as at 31/3/2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given, there are no dues of Income-Tax / Sales Tax / Service Tax / Custom Duty / Excise Duty / Cess which have been deposited on account of any dispute.

(x) The Company doesnot have accumulated losses at the end of the financial year and not incurred cash losses during the financial year and in the immediately preceding financial year.

(xi) As per the information and explanation given to us, the Company has not defaulted in the repayment of dues to the Bank during the year.

(xii) Based on our examination of the records and tr information and explanations given to us, the Company has not granted any loans ant / or advances on the basis of security by way of pledge of shares, debentures and other securities,

(xiii) Clause (xiii) of the Order is not applicable to the Company as it is not a chit fund or nidhi mutual benefit fund / society.

(xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and timely entries have been made there in. The shares, securities, & other investments have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act.

(xv) In our opinion and according to information and explanation given, the company has not given guarantees for loans taken by other from banks or financial institutions.

(xvi) According to the information and explanations given, the company has not raised any term loans which were applied for the purpose for which they were raised.

(xvii) According to the information and explanations given and on an overall examination of the balance sheet of the company, we report than no funds raised on short-term basis have been used for long- term investment.

(xviii) The Company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanation given, the company has not issued any

debentures. Accordingly, the provision of clause 4(xix) of the Order is not applicable to the company.

(xx) The Company has not raised any money through public issue during the year.

(xxi) Based upon the audit procedures performed and information and explanations given,

we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

Mumbai

Dated: 29.5.2013

FOR PARESH D. SHAH & CO.

Chartered Accountants

(Firm Reg. No.107500W)

P. D. Shah

Proprietor M. No.40648

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/S THE CUSTODIAN l-UND (I) Ltd. As at 31st March, 2012 and also the profit and loss account for the year ended on that date annexed thereto; these financial statement are the responsibility of the Company's Management. Our responsibility is to . express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether . the financial statements are free of material misstatements. An audit also includes examining on a test basis evidence supporting the amounts and disclosures in the financial statements.

An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluation the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Further to our comments in the annexure referred to above, we report that: -

1) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

2) In our opinion, proper books of account as required by law have been kept by the company, so far as appears from our examination of the books;

3) The Balance sheet and the profit and loss account referred to in this report are in agreement with the books of accounts.

4) In our opinion, the profit and loss account and balance sheet comply, in all material respects, with the accounting standards referred to in sub-section 3(c) of section 211 of the Companies Act, 1956. except that the value of the unquoted Investment and physical shares cannot be ascertain and they are shown at purchase value.

5) On the basis of written representations received from the director's as on 31st March, 2012 and taken on record by the board of directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of Sub- Section (1) of section 274 of the Companies Act, 1956.

6) The explanation give to us, the said accounts together with the notes thereto give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair vies : -

i) In the case of the Balance Sheet, of the state of the affairs of the company as at March 31st 2012.

ii) In the case of the profit and loss account, of the Profit for the year 31st March, 2012.

7) As required by the Companies (Audits Report) order 2003 (as amended) issued by the Company law board in terms of section, 227(4-A) of the companies act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we further report on the clause wherever applicable, that :

i) a) The Company is maintaining proper records showing full particulars on fixed assets, b) The fixed assets are physically verified by the management at regular Interval.

ii) The Fixed assets have not been revalued during the year.

iii) The system followed by the management for physical verification of stock is adequate in relation to the size of the Company and the nature of its business.

iv) On the basis of the examination of stock records we are of the opinion that the valuation of the stock is fair and in accordance with normally accepted accounting principles. The valuation of Investment is at cost.

v) No material discrepancies were notice on physical verification of stock as compared to book records.

vi) In our opinion and according to the information and explanation given there is adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of securities / and fixed assets and for the sale of securities / and services. During the course of audit no major weakness has been noticed in the internal control system in respect of these areas.

Vii. a) According to the information and explanation given, the Company has granted unsecured loans to companies listed in the register maintained under section 301.

(b)There is no Interest taken on Loan granted.

(c)The party is regular in repayment of principal as stipulated.

(viii) According to the information and explanation given, the Company has not taken unsecured loans from companies listed in the register maintained under section 301.

ix) Based on the audit procedures applied, in our opinion, and according to the information and explanations given to us the transactions made in pursuance of contracts or arrangements u/s 301 of the Act have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

x) In our opinion and according to the information and explanations given the company has not accepted deposits from the public. As informed no order has been passed by the CLB of National company law Tribunal or the RBI or any court or any other Tribunal during the year to the company in this Regard.

xi) In view of the internal controls existing in the company, the company did not find it necessary to have a formal internal Audit system during the year.

xii) As informed, the company is not required to maintain any cost records prescribed by the Central Government under (d) of sub-section (I) of section 209 of the Act.

Xiii (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Income tax wealth Tax, Service Tax, Provident fund and other material statutory Dues applicable to it. As informed, statutory dues in the nature of. Employees State insurance, investor Education & Protection fund, Sales tax, Custom duty, Excise duty and Cess are not applicable to the company. According to the information and explanation given, no undisputed amount payable in respect of Income- tax. Wealth tax, service tax, sales tax, Custom Duty, Excise Duty and Cess were in arrears as at 31/3/2012 for a period of more than six months from the date they became payable.

b) According to the information and explanation given, there are no dues of Income-Tax / Sales Tax / Service Tax / Custom Duty / Excise Duty / Cess which have been deposited on account of any dispute.

xiv) The Company does not have accumulated losses at the end of the financial year and not incurred cash losses during the financial year and in the immediately preceding financial year.

xv) In our opinion and according to the information and explanation given, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

xvi) In our opinion and based on the documents and records produced before us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xvii) The company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore the provisions of clause 4

(xiii) (a), (b), (c) & (d) of the order are not applicable to the company.

xviii) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and timely entries have been made there in. The shares, securities, & other investments have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act.

xix) In our opinion and according to information and explanation given, the company has not given guarantees for loans taken by other from banks or financial institutions.

xx) According to the information and explanations given, the company has not raised any term loans which were applied for the purpose for which they were raised.

xxi) According to the information and explanations given and on an overall examination of I tie balance sheet of the company, we report than no funds raised on short-term basis have been used for long- term investment.

xxii) The Company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

xxiii) According to the information and explanation given, the company has not issued any debentures. Accordingly, the provision of clause 4(xix) of the Order is not applicable to the company.

xxiv) The Company has not raised any money through public issue during the year. Accordingly, the provision of clause 4(xx) of the Order is not applicable to the company.

xxv) Based upon the audit procedures performed and information and explanations given, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

Place : Mumbai For Paresh D. Shah & Co.

Chartered Accountants

Dated : 30/5/2012

P. D. Shah

Proprietor

---

Mar 31, 2010

We have audited the atteched Balance Sheet of M/S THE CUSTODIAN FUND (India) Ltd As at 31st March, 2010 and also the profit and loss account for the year ended on that date annrxed therato; these financial statement are the responsibility of the Companys Management. Our responsbility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generslly accepted in indida. These standards require that we plan and parform the audit to obtain reasonabic assurance about whether the finanial statements are free of material misstamrnts An audit also includes examining on arestb basis avisence supporting the amounts and disclosures in the financeal statements .

An audit also includes assessing the accounting principles used significant eatimates made by management, as will as evalcetion the overall financial statement presentation. We bekkeve that our audit provides a reasonable basic for our opinion.

Further to our comments in the annexure referred to above we report that

1) We have obtained all the information and acplanations which to the of our knowledge and belief were necessary for the putpose of our audit

2) In our opition proper books of account as requred by lew have been kept by the company, so far as appesers from our examination of the books.

3) The Balance sheet and the profit and loss account referred to in this report are in agreement with the books of accounts

4) In our opinion, the prifit and loss account and balance sheet comply in all material respects, with the accouting standrds referred to in sub-secton 3(c) of section 211 of the Campaniesand they are shown at purchase value.

5) On the basis of written representetions received from the directons as on 31st March 2010 and taken on record by the board of directors we report that none of the directors is disqualified as on 31th March 2010 from being appoitment as a directir in terms of clause (g) of Sub-Secion (1) of section 274 of the Companies Act, 1956

6)The explanction give to us, the Said accounts together with the notes thereto give the information required by the Companies Act, 1956 in the manner so required and gives a true and fair vies :

i) In the case of the Balance Sheet of the state of the affairs of the Company as at March 31th 2010

ii) In the case of the profit and loss account, of the profit for year 31st March 2010.

7) As required by the Companies (Audits Report) order 2003 (as amended) issued by the Company law board in terms of section, 227 (4-A) of the companies act 1956 and on the basis of such checks as we considered approprlate and according to the information and axplanation given to us, we further report on the clause wherever Applicable that

i) a) The Company is maintaining proper records showing full particulars on fixed assets are physically verified by the managerment at regular Interval.

b) The Fixed assets have not been revalued during the year.

iii) The system followed by the management for physical verification of securties is adequate in relation to the size of the Company and the nature of its businass.

iv) On the basis of the examination of securities records we are of the opinion that the valuaion of the sacurities is fair and in accordance with narmally accpted accounting priciples. The valuston of Investment is at cost.

v) No malarial discrepancias wera notice on phusical verification of securities as compared to book records

vi) in our opinion and according to the information and explanation given thare is adaquate internal control sustem commensrute with the size of the company and the nature of its business for hte purchase of sacutities / and fixed assets and for the sale of sacurlties / and services During the course of audit no majar weakness has bean noticed in the internal control system in respect of these areas.

vii a) Accotding to the information and explanation given the Company has granted unsecured loans to companies listed in the reflster maintained under sextion 301 of the on current accounts basis, Details of number of parties and the amount invoived in the transactions are as under;

Particulars Maximum Amount Balance No.of parties outstsnding during outstanding as the year {Rs.) at the year and(Rs.)

Loans granted 1200000 1200000 1

The campany is maintaining current account with the above company.

(b) There is no interest taken : on loan granted.

(c) The party is regular in repayment of principle as stipulated.

viii) a) According to the information and explanation given, the company has not taken unsecured loan from companies listed in the register maintained under section 301.

(x) Based on the audit procedures applied, in our opinion, and according to the information and explanations given to us the transactions made in pursuance of contracts or arrangements u/s 301 of the Act have been made at prices which are reasonable having regard to the prevailling market prices at the relevant time.

x) In our opinion andaccording to the information and explanations given the company has not accepted deposits from the public.

xi) in view of the internal controls existing in the company the company did not find it necessary to have a formal internal Audit system during the year.

xiii(a) The Company is geneally regular in depositing with appropriate authorities undisputed statutory does including income tax wealth Tax Service Tax, Provident fund and other material statutory Dues applicable to it. AS informed statutory duties in the nature of Employees State insurance, investor Education & protection fund, Sales tax, Custom duty, Excise duty and Cess are not applicable to the company. According to the information given, no undisputed amount payable in respect of income-tax, service tax, sales tax, Custom Duty, Excise Duty and Cess were in attests as at 31/3/2010 for a period of more than six months from the date they became payable. b)According to the information and explanation given there are no dues of income. Tax/ Sales Tax/ Service Tax/ Custom Duty / Excise Duty/ Cess which have been deposited on account of any dispute.

xiv) The Company doesnot have accumulated losses at the end of the financial year.

xv) In our opinion and according to the information and explanation given the company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

xvi) In our opinion and based on the documents and records produced before us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xvii) The company is not a chit fund or a nidhi/ mutual benefit fund / security. Therefore the provisions of clause 4(xiii)(a),(b),(c) & (d) of the order are not applicable to the company.

viii) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and timely entires have been made there in. The shares, securities & other investments have been held by the company in its own name except to the extent of the exemption granted under section 49 of the Act.

xix) In our opinion and according to information and explanation given the company has not given guarantees for loans taken by other from banks or financial institutions.

xx) According to the information and explanation given the company has not raised any term loans which were applied for the purpose for which they were raised.

xxi) According to the information and explanation given and on an overall examination of the balance sheet of the company, we report than no funds raised on short-term basis have been used for long. term investment.

xxii) The Company has not made preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

xxiii) According to the information and explanation given, the company has not issued any debentures. Accordingly, the provision of clause 4(xix) of the Order is not applicable to the company.

xxiv) The Company has not raised any money through public issued during the year. Accordingly, the provision of clause 4(xx0 of the Order is not applicable to the company.

xxv) Based upon the audit procedures performed and information and explanations given, we report that no fraud on or by the Company has been noticed or reported the course of our audit.



For Paresh D.Shah & co. Chartered Accountants

Place : Mumbai

Date : 24/5/2010 P.D.Shah Proprietor